Ship.com Affiliate Program Terms and Conditions – PartnerStack

1. Introduction

These Ship.com Affiliate Program Terms and Conditions – PartnerStack (this "Agreement") describe the Ship.com Affiliate Program (the "Program") as offered through PartnerStack and the terms under which you ("Affiliate," "you," or "your") may participate. This Agreement is a binding contract between you and Ship.com, Inc., a Delaware corporation ("Ship.com," "we," "us," or "our"). The Program is administered exclusively through the PartnerStack platform ("PartnerStack"); this Agreement governs your participation as a Ship.com affiliate on PartnerStack and does not extend to any other Ship.com partner, reseller, or referral arrangement.

By clicking "Apply," "Join," "Submit," or "I Agree" on the Program's PartnerStack listing, by registering a PartnerStack account to participate in the Program, or by posting, sharing, or otherwise using an Affiliate Link, you accept and agree to be bound by this Agreement. If you do not agree to all of the following, you may not participate in the Program in any manner and may not receive any Commissions. This Agreement incorporates by reference the Ship.com Terms and Conditions and Ship.com's Privacy Policy; in the event of a direct conflict between those documents and this Agreement solely as to Program participation, this Agreement controls.

This Program is separate from, and does not replace, the Referral Program described in Section 9 of the Ship.com Terms and Conditions, under which existing customers may refer new customers for promotional subscription credit. The same referred customer may not generate both an Affiliate Program Commission under this Agreement and a customer Referral Program credit; Ship.com will apply whichever program governs the channel through which the referral actually occurred.

2. Definitions

• "Affiliate Link" means the unique tracking link, code, or coupon generated for you through PartnerStack to direct traffic to Ship.com.
• "Affiliate Materials" means promotional materials, ads, emails, videos, or other content you use to direct traffic to Ship.com, including any website, social account, podcast, or app you use to do so.
• "Commission" means the fee payable to you under Section 4 for an Eligible Referral, at the rate posted on the Program's PartnerStack listing.
• "Disqualified Referral" means a referred individual or business that (a) is or was already a Ship.com customer or trial user, (b) was already sourced as a lead by Ship.com's own sales or marketing channels or by another Program affiliate, (c) does not result in a bona fide, non-fraudulent paid Ship.com subscription, or (d) Ship.com is prohibited by law from doing business with. Ship.com may deem a referral a Disqualified Referral at any time, in its reasonable discretion.
• "Effective Date" means the date you accept this Agreement as described in Section 1.
• "Eligible Referral" means a new Ship.com customer who (a) is not a Disqualified Referral, (b) signs up for a paid Ship.com subscription within the Signup Period after clicking your Affiliate Link, and (c) maintains that paid subscription, without cancellation, refund, or chargeback, through the Purchase Period.
• "Program" means the Ship.com Affiliate Program described in this Agreement, as offered on PartnerStack.
• "Purchase Period" means the thirty (30) day period following a referred individual's Signup, during which their subscription must remain active and in good standing for the referral to become an Eligible Referral.
  
• "Signup Period" means the ninety (90) day period following a click on your Affiliate Link, during which a referred individual's signup for a Ship.com account will be attributed to you, subject to PartnerStack's standard cookie and attribution rul
  
• "Ship.com Marks" means Ship.com's trademarks, trade names, logos, and trade dress, including "Ship.com" and "Ship AI."

3. Program Details

• Enrollment. To participate, you must register for a PartnerStack account and be accepted into the Program by Ship.com. Ship.com may accept or decline any applicant in its sole discretion.
• Affiliate Links. Upon acceptance, you will receive one or more Affiliate Links through PartnerStack. You may display these on your own websites, social accounts, or other Affiliate Materials that you own and operate. You may not allow any third party to display, embed, or otherwise use your Affiliate Links without Ship.com's prior written authorization, and you remain responsible for all use of your Affiliate Links.
• One Referral, One Commission. Each referred individual is eligible to generate a Commission once. If the same individual is referred through more than one affiliate's link, PartnerStack's attribution rules (last click, unless otherwise posted) determine which affiliate is credited.
• Void Links. An Affiliate Link is void, and no Commission will be payable, if it is distributed in a manner not approved by Ship.com, distributed to individuals who are not bona fide prospective customers, used in violation of this Agreement, or redeemed after this Agreement has expired or terminated.
• Ship.com's Discretion. Ship.com may, in its reasonable discretion, decline to treat a referral as an Eligible Referral where it reasonably suspects fraud, abuse, or a violation of this Agreement, and may adjust or reverse Commissions accordingly.

4. Commissions

• Rates. Ship.com will pay you a Commission for each Eligible Referral, at the rate(s) posted on the Program's PartnerStack listing. Commission rates are not fixed by this Agreement; Ship.com may modify them from time to time, in its sole discretion, by updating the PartnerStack listing. The Commission is the full and complete consideration for your Promotional Activities under this Agreement.
• Payment. Commissions are calculated, tracked, and paid through PartnerStack, in accordance with PartnerStack's standard payout schedule and payment methods. You must complete PartnerStack's payment setup to receive Commissions. Ship.com is not responsible for payment delays or errors caused by PartnerStack or by incomplete or inaccurate information you provide to PartnerStack.
• Offsets. Ship.com may withhold, deduct, or reverse Commissions for referrals later determined not to be Eligible Referrals (including cancellations, refunds, or chargebacks within the Purchase Period), and may set off any amounts you owe Ship.com against future Commissions.
• Taxes. You are solely responsible for reporting all Commissions as income and for paying all applicable taxes, including any interest or penalties, on amounts paid to you under this Agreement.

5. Affiliate Obligations

• Approved Claims Only. You may only make claims about Ship.com that are true, current, and consistent with Ship.com's own published materials. Without limiting the foregoing, you must not state or imply that Ship.com: supports any carrier other than USPS and UPS; offers its platform for free, with no subscription, or with no monthly fee; guarantees specific savings, "the biggest" or "best" discounts, or a specific dollar amount saved; or offers international or cross-border shipping. Ship.com may update these claim restrictions from time to time by notice to you (email sufficient), and you agree to conform your Affiliate Materials within a reasonable time after notice.
• No Deceptive or Misleading Claims. You must not make any claim about Ship.com, its products, or its competitors that is deceptive, misleading, or not backed by substantiating evidence, and must not disparage Ship.com or its products or services.
• No Impersonation. You must not impersonate Ship.com, use Ship.com Marks except as licensed under Section 7, or make any statement suggesting an endorsement by or affiliation with Ship.com beyond your participation in the Program.
• No Brand Bidding. You must not bid on "Ship.com," "Ship AI," or any confusingly similar term (including misspellings) as a keyword in any search engine advertising auction, and must not purchase ads that a reasonable person would understand as competing with Ship.com's own advertising.
• FTC and Endorsement Compliance. You must comply with the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, as updated from time to time, and must provide clear and conspicuous disclosure of your material connection to Ship.com in all Affiliate Materials and near every Affiliate Link you present to prospective customers. A platform's own disclosure tools (for example, a social platform's "paid partnership" label) do not, by themselves, satisfy this obligation.
• No Spam or Fraudulent Traffic. You must not engage in spam, cookie stuffing, pop-ups, false or masked referring URLs, obfuscated redirects, incentivized clicks or signups, or the purchase or automation of fake followers or engagement.
• No Unlawful or Offensive Content. You must not use Affiliate Materials that are unlawful, obscene, defamatory, or that promote discrimination, hatred, or violence, and must not promote Ship.com in connection with gambling, adult content, or any illegal or controlled substance.
• Anti-Bribery. You and your personnel will not, directly or indirectly, offer, pay, or promise anything of value to any government official or other person to improperly influence a decision for the benefit of Ship.com or yourself, in conformity with the U.S. Foreign Corrupt Practices Act and applicable anti-bribery and anti-corruption laws.
• No Self-Referral. You may not use the Program to refer yourself, any business you own or are employed by, or any account you control, unless Ship.com agrees in writing.

6. Confidentiality

• Obligations. During and after the term of this Agreement, each party will protect the other's non-public or proprietary information ("Confidential Information") with at least a reasonable degree of care, use it only to perform this Agreement, and not disclose it to third parties without the other party's prior written consent, except to employees, agents, or contractors who need it to perform this Agreement.
• Exceptions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without restriction, is rightfully received from a third party, or is independently developed without reference to the Confidential Information. A party may disclose Confidential Information as required by law, provided it gives the disclosing party reasonable notice where legally permitted.
• Customer and Personal Data. You will not receive or have access to Ship.com customer or personal data in the ordinary course of the Program. If you do receive any such data, your confidentiality obligations with respect to it survive indefinitely, regardless of whether an exception in Section 6.2 would otherwise apply, and you must promptly delete or return it on Ship.com's request.

7. Intellectual Property

• License. Subject to your compliance with this Agreement, Ship.com grants you a limited, revocable, non-exclusive, non-transferable license to use the Ship.com Marks and any promotional materials Ship.com makes available to you ("Ship.com Materials") solely to promote the Program in accordance with this Agreement and any brand guidelines Ship.com publishes. Ship.com may revoke or modify this license at any time.
• Reservation of Rights. Except for the limited license above, Ship.com reserves all right, title, and interest in and to the Ship.com Marks, Ship.com Materials, and Ship.com's products and services, including all intellectual property rights. Nothing in this Agreement grants you any other right to use Ship.com's intellectual property.
• Feedback. If you provide suggestions, feedback, or ideas about Ship.com's products, services, or the Program, Ship.com may use them without restriction or obligation to you.

8. Representations and Warranties

You represent and warrant that: (a) you have the right and authority to enter into this Agreement and to grant the rights and perform the obligations described in it; (b) you will comply with Section 5 and all applicable laws and regulations in performing your Promotional Activities; (c) you will conduct your Promotional Activities in a professional manner and will promote Ship.com in a way that reflects favorably on Ship.com's products, goodwill, and reputation; (d) you have all rights and consents necessary to use any Affiliate Materials you create, including any required consents from email recipients; and (e) you will not engage in false or misleading marketing, cookie stuffing, masked or obfuscated links, or unauthorized incentives to encourage signups, as further described in Section 5.

9. Indemnification

You will indemnify, defend, and hold harmless Ship.com and its affiliates, and their respective officers, directors, employees, and agents (each, a "Ship.com Party"), from and against any claims, liabilities, losses, expenses, government fines or penalties, and damages (including reasonable attorneys' fees) arising from or relating to: (a) any breach by you of a representation, warranty, or obligation in this Agreement; (b) your failure to comply with applicable law in performing your obligations under this Agreement; or (c) any intentional misconduct or gross negligence by you or your representatives in performing your Promotional Activities. Ship.com may participate in the defense of any such claim with counsel of its own choosing, at its own expense, and you will not agree to any settlement that imposes liability or obligations on a Ship.com Party without Ship.com's prior written consent.

10. Disclaimers; Limitation of Liability

• Ship.com makes no representations or warranties about the suitability, reliability, availability, or accuracy of the Ship.com products, services, or content for any purpose. To the extent permitted by law, the Program and Ship.com's services are provided "as is," without warranty of any kind, and Ship.com disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
• Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages arising from or relating to this Agreement or the Program, regardless of the cause of action and whether or not advised of the possibility of such damages.
• Ship.com's aggregate liability arising under or relating to this Agreement, under any cause of action, will be limited to $250 or the total Commissions actually paid to you under this Agreement in the three (3) months preceding the event giving rise to the claim, whichever is greater.

11. Term and Termination

• Term. This Agreement begins on the Effective Date and continues until terminated as described below.
• Termination. Either party may terminate this Agreement at any time, for any reason or no reason, on notice to the other party (email sufficient). Ship.com may also suspend or terminate your participation immediately, without notice, if it reasonably believes you have breached this Agreement.
• Effects of Termination. On termination, you must immediately stop all Promotional Activities, stop using any Ship.com Marks or Materials, and remove all Affiliate Links and references to your participation in the Program from your websites, social accounts, and other Affiliate Materials. Unless this Agreement is terminated for your breach, you will remain entitled to Commissions properly earned before the termination date, payable on the normal PartnerStack schedule. Sections 4.4 (Taxes), 6 (Confidentiality), 7.2 (Reservation of Rights), 9 (Indemnification), 10 (Disclaimers; Limitation of Liability), and 12 (General Provisions) survive termination, along with any other provision that by its nature should survive.

12. General Provisions

• Independent Contractor. You are an independent contractor, not an employee, agent, joint venturer, or partner of Ship.com. You have no authority to bind Ship.com or make commitments on its behalf, and are solely responsible for your own taxes and benefits.
• No Exclusivity. This Agreement is non-exclusive. Both parties may work with other partners or promote competing products and services.
• No Assignment. You may not assign or transfer this Agreement or your rights under it without Ship.com's prior written consent. Ship.com may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.
• Restricted Countries. You may not use paid advertising to promote the Program targeting Cuba, Iran, North Korea, Syria, Russia, Belarus, or the Crimea region of Ukraine.
• Notices. Notices under this Agreement (other than routine operational communications) must be in writing; email is sufficient. Notices to Ship.com should be sent to help@ship.com, matching the notice address used in Ship.com's site-wide Terms and Conditions.
• Governing Law; Venue. This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles, and, except as provided in Section 13 (Dispute Resolution; Arbitration), the parties consent to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada. This matches the governing law and venue in Ship.com's site-wide Terms and Conditions.
• Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
• Changes to This Agreement. Ship.com may update this Agreement from time to time, including by posting a revised version through the Program's PartnerStack listing. If the changes are material, Ship.com will provide notice in advance. Your continued participation in the Program after the effective date of any change constitutes acceptance of the updated Agreement; if you do not agree, you must stop participating in the Program.
• Entire Agreement. This Agreement, together with the documents it incorporates by reference, is the entire agreement between you and Ship.com regarding the Program and supersedes all prior discussions or agreements on that subject.

13. Dispute Resolution; Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

• Informal Resolution First. Before filing any arbitration demand or court claim, you and Ship.com agree to first contact help@ship.com and attempt in good faith to resolve the dispute informally for sixty (60) days.
• Binding Arbitration. If the dispute is not resolved informally, it will be finally resolved by binding individual arbitration, consistent with the arbitration terms in Section 25 of the Ship.com Terms and Conditions, which are incorporated into this Agreement by reference.
• Class Action Waiver. You and Ship.com may bring claims against each other only in an individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding.
• Opt-Out. You may opt out of this arbitration agreement by emailing help@ship.com within thirty (30) days of the Effective Date, using the same opt-out mechanism described in Ship.com's site-wide Terms and Conditions.
• Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court for actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidentiality rights.